Common use of Material Terms of the Operating Agreement Clause in Contracts

Material Terms of the Operating Agreement. Tenant shall substantially comply with all material terms and provisions of the Operating Agreement (or any replacement thereof) to be complied with by Tenant, subject to Tenant's right to pursue all available remedies, at law and in equity, with respect to any alleged default by Tenant in the performance of its duties and obligations under the Operating Agreement, or otherwise contest, in good faith and with due diligence, any such alleged default by Tenant; provided, however, that in the event of any casualty or condemnation or other event or circumstances, Tenant shall not be obligated to expend its own funds in excess of such amounts that Tenant would be obligated pursuant to the Lease to expend under such event or circumstances. Tenant shall not enter into any modifications or amendments of Sections 2.03, 2.04, 2.05, 2.09, 3.01, 4.01, 4.02, 4.03, 5.01, 5.02, 6.02, 7.01, 7.02, 8.01, 8.02, 8.03, 8.05, 8.06, 9.01, 9.02, 9.03, 9.05, 11.02, 11.03, 12.01, 12.02, 12.03, 12.04, 13.01, 14.01, 15.01, 15.02, 15.03, 16.01, 16.02, 16.03, 17.01, 18.01, 18.02, 19.03, 19.09, 19.11, 19.12, 19.16, and 19.19 of the Operating Agreement, nor terminate the same prior to the expiration thereof, without Landlord's prior written consent; nor shall Tenant enter into any replacement of the Operating Agreement without Landlord's prior written consent. To the extent required by this Section 20.4.1, Landlord's consent shall not be unreasonably withheld or conditioned so long as any such modification, amendment, termination or replacement of the Operating Agreement does not materially and adversely affect the duties and obligations of the parties thereunder. Notwithstanding the foregoing, in the event that the Operating Agreement is terminated by reason of a default by the Operator thereunder, Landlord shall not unreasonably withhold or condition its consent to the selection by Tenant of another Operator with experience in the assisted living facility business and the execution of a new Operating Agreement in form and substance satisfactory to Tenant and such new Operator. Additionally, Landlord and Tenant acknowledge and agree that in the event that Operating Agreement is terminated for any reason whatsoever and a replacement Operating Agreement is not entered into, this Agreement shall be amended to provide for certain additional terms, conditions and obligations which relate to and provide for the operation of the Retirement Community. Such additional terms and conditions shall be mutually agreed to by the Landlord and the Tenant.